MANAGEMENT AGREEMENTManagement Agreement • February 5th, 2016 • Managed Futures Premier Macro L.P. • Commodity contracts brokers & dealers • New York
AGREEMENT made as of the 22nd day of January, 2016 by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), MANAGED FUTURES PREMIER MACRO L.P., a Delaware limited partnership (the “Partnership”) and WILLOWBRIDGE ASSOCIATES INC., a Delaware corporation (the “Advisor”, together with CMF and the Partnership, the “Parties”).
AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • March 28th, 2014 • Managed Futures Premier BHM L.P. • Commodity contracts brokers & dealers • New York
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • February 17th, 2017 • Managed Futures Premier Macro L.P. • Commodity contracts brokers & dealers • New York
This Fourth Amended and Restated Agreement of Limited Partnership, dated as of February 1, 2017, by and between Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively “Limited Partners”; the General Partner and Limited Partners may be collectively referred to herein as “Partners”). This Agreement replaces the agreement executed on January 1, 2016, in its entirety.
Institutional Account Agreement Account Number(s) ###-##### Account Title CMF WILLOWBRIDGE MASTER FUND L.P.Institutional Account Agreement • August 10th, 2017 • Ceres Tactical Macro L.P. • Commodity contracts brokers & dealers • New York
This Institutional Account Agreement (together with any annexes or supplements hereto, this “Agreement”), dated as of July 12, 2017, is by and among CMF Willowbridge Master Fund L.P., a limited partnership organized under the laws of New York (“you” or, as the context requires, “your”), and J.P. Morgan Securities LLC (“JPMS”), JPMorgan Chase Bank, N.A., J.P. Morgan Securities plc, J.P. Morgan Securities (Asia Pacific) Limited, J.P. Morgan Securities Asia Private Limited, J.P. Morgan Securities Australia Limited, JPMorgan Securities Japan Co., Ltd., J.P. Morgan Prime Nominees Limited, J.P. Morgan Markets Limited, J.P. Morgan Prime Inc. and any other JPM Affiliate notified to you from time to time (JPMS and such JPM Affiliates, individually and collectively as the context requires, a “JP Morgan Entity,” “JP Morgan,” “us,” “our” or “we”).
ContractForeign Exchange and Bullion Authorization Agreement • August 10th, 2017 • Ceres Tactical Macro L.P. • Commodity contracts brokers & dealers • New York
FOREIGN EXCHANGE AND BULLION AUTHORIZATION AGREEMENT (the “Agreement”), dated as of July 12, 2017, among JPMorgan Chase Bank, N.A. (“JPMC”), Willowbridge Associates Inc. (the “Investment Manager”), and CMF Willowbridge Master Fund L.P. (the “Fund”).
SUBSCRIPTION ESCROW AGREEMENT Between DEMETER MANAGEMENT CORPORATION and THE BANK OF NEW YORK Dated as of July 25, 2007 ACCOUNT NUMBER(S) SHORT TITLE OF ACCOUNTEscrow Agreement • March 28th, 2013 • Managed Futures Premier BHM L.P. • Commodity contracts brokers & dealers • New York
Escrow Agreement (the “Agreement”), dated as of July 25, 2007, among The Bank of New York, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, 8W, New York, New York 10286 (the “Escrow Agent”), Demeter Management Corporation, a Delaware corporation (the “General Partner,” on behalf of each of the limited partnerships listed on Exhibit A attached hereto, as such Exhibit A may be amended from time to time (each, a “Partnership” and collectively, the “Partnerships”), and Morgan Stanley & Co. Incorporated, as selling agent (the “Selling Agent”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”), the identity of which will be disclosed to Escrow Agent as the same are selected by the Sales Agent.
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • Managed Futures Premier BHM L.P. • Commodity contracts brokers & dealers
This Agreement governs the service (“Service”) made available to each Fund set forth in Annex A hereto (each such Fund, the “Customer”) by Morgan Stanley & Co. LLC (“MS&Co.”) and is effective as of June 1, 2015. This Agreement is in addition to and supplements Customer’s Commodity Futures Customer Agreement (the “Futures Agreement”). Unless otherwise specified in this Agreement, all capitalized terms used herein shall have the meanings set forth in the Futures Agreement and references herein and in the Futures Agreement to the “Agreement” shall be construed to mean the Futures Agreement as amended and supplemented by this Agreement. Except as otherwise modified by this Agreement, the terms and conditions of the Futures Agreement remain in full force and effect.
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • November 8th, 2018 • Ceres Tactical Macro L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 1, 2018, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (“MSDI” or “Selling Agent”), Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor” or “Sub-Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner, Selling Agent and Sub-Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes and replaces the Alternative Investment Selling Agent Agreement, dated January 19, 2018, between each Partnership, Gene
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Master Agreement • February 25th, 2011 • BHM Discretionary Futures Fund L.P. • New York
MASTER AGREEMENT dated as of November 28, 2007, by and between Morgan Stanley & Co. Incorporated, a Delaware corporation and the entities listed in Exhibit I to the Schedule of this Agreement (as amended or supplemented from time to time), severally and not jointly, (each, a commodity pool limited partnership formed under the laws of the State of Delaware) and Demeter Management Corporation, not individually by solely as General Partner and/or Trading Manager for each entity listed in Exhibit I.
CERES MANANGED FUTURES LLC UMB FUND SERVICES, INC. TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • September 8th, 2017 • Ceres Tactical Macro L.P. • Commodity contracts brokers & dealers • New York
THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 17th day of August, 2017 (the “Effective Date”), by and between each of the entities individually and not jointly, as listed on Schedule A hereto (each a “Fund”, and, collectively, the “Funds”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner” or “CMF”) and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).
ESCROW AGREEMENTEscrow Agreement • September 8th, 2017 • Ceres Tactical Macro L.P. • Commodity contracts brokers & dealers • New York
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 17th day of August, 2017, by and among each of the entities individually and not jointly, as listed on Schedule A (each, a “Fund” and collectively, the “Funds”), Ceres Managed Futures LLC, a Delaware limited liability company (“CMF” or the “General Partner”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).
AMENDED AND RESTATED COMMODITY FUTURES CUSTOMER AGREEMENTCommodity Futures Customer Agreement • November 14th, 2013 • Managed Futures Premier BHM L.P. • Commodity contracts brokers & dealers • New York
This Amended and Restated Commodity Futures Customer Agreement (the “Agreement”), made and entered into as of the date set forth at the end of this Agreement and effective with respect to each Fund as of the date set forth in Appendix A, is entered into in consideration of acceptance by Morgan Stanley & Co. LLC (“Morgan Stanley”), a registered futures commission merchant (“FCM”), of an account or accounts (individually or jointly an “Account”) in the name of each of the funds or accounts listed in a schedule (each such fund or account, a “Customer,” and such schedule the “Customer Schedule”) to this Agreement attached hereto as Appendix A, as may from time to time be amended, and amends and restates the Commodity Futures Customer Agreement dated as of May 30, 2012.
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • January 25th, 2018 • Ceres Tactical Macro L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of January 19, 2018 by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Harbor Investment Advisory LLC, a Maryland Limited Liability Company (“Harbor” or “Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, Selling Agent and the General Partner.
AMENDMENT NO. 5 TO ESCROW AGREEMENTEscrow Agreement • March 28th, 2013 • Managed Futures Premier BHM L.P. • Commodity contracts brokers & dealers • New York
WHEREAS, THE BANK OF NEW YORK, a New York banking corporation (the “Escrow Agent”), Ceres Managed Futures LLC (formerly Demeter Management LLC), a Delaware limited liability company (the “General Partner”), and MORGAN STANLEY SMITH BARNEY LLC, a Delaware limited liability company (the “Selling Agent”), have agreed to amend the Escrow Agreement, dated as of the 25th day of July, 2007 (the “Original Escrow Agreement”), as amended by Amendment to No. 1 to the Original Escrow Agreement, dated as of the 1st day of January, 2009 and by Amendment to No. 2 to the Original Escrow Agreement, dated as of the 13th day of October, 2009, by Amendment to No. 3 to the Original Escrow Agreement, dated as of the 1st day of September, 2010 and by Amendment to No. 4 to the Original Escrow Agreement, dated as of the 17th day of May, 2012 (together, with Original Escrow Agreement, the “Escrow Agreement”) among the Escrow Agent, the General Partner, and the Selling Agent, to revise Exhibit A thereto.
MORGAN STANLEY MANAGED FUTURES BHM I, LLC OPERATING AGREEMENT dated as of March 26, 2007Operating Agreement • February 25th, 2011 • BHM Discretionary Futures Fund L.P. • New York
THIS OPERATING AGREEMENT (this “Agreement”), dated as of March 26, 2007, by and between each of the parties listed on Schedule I attached hereto (collectively, the “Members”), and Demeter Management Corporation, a Delaware corporation (“Demeter” or the “Trading Manager”), shall govern Morgan Stanley Managed Futures BHM I, LLC (the “Company”).
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTAlternative Investment • August 13th, 2014 • Managed Futures Premier BHM L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Placement Agent Agreement (“Agreement”) is dated as of October 1, 2014, by and among each of the Delaware limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner, including, but not limited to, those listed on Schedule 2 hereto.
CUSTOMER AGREEMENTCustomer Agreement • February 25th, 2011 • BHM Discretionary Futures Fund L.P.
THIS CUSTOMER AGREEMENT (this “Agreement”) made as of the 24th day of July, 2007 , by and among Each Customer listed on Schedule A, severally and not jointly, each a Delaware limited liability company (the “Customer”) and MORGAN STANLEY & CO. INTERNATIONAL PLC (“MSIL”);
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTAlternative Investment • April 21st, 2011 • BHM Discretionary Futures Fund L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Placement Agent Agreement (“Agreement”) is dated as of , by BHM Discretionary Futures Fund L.P., a Delaware Limited Partnership, (the “Partnership”), Ceres Managed Futures LLC, a Delaware limited liability company, (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company (“MSSB”).
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • February 5th, 2016 • Managed Futures Premier Macro L.P. • Commodity contracts brokers & dealers
This Amendment No. 1 to the third amended and restated limited partnership agreement of Managed Futures Premier BHM L.P. (the “Partnership”), dated as of January 1, 2016 (the “Partnership Agreement”), by and among Ceres Managed Futures LLC, a Delaware limited liability company (“Ceres”), as general partner, and each limited partner of the Partnership (the “Limited Partners”), is made on this 1st day of February, 2016. Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned them in the Partnership Agreement.
AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • March 3rd, 2017 • Ceres Tactical Macro L.P. • Commodity contracts brokers & dealers
This Amendment No. 1 to the fourth amended and restated limited partnership agreement, dated as of February 1, 2017 (the “Partnership Agreement”), of Managed Futures Premier Macro L.P. (the “Partnership”), by and among Ceres Managed Futures LLC, a Delaware limited liability company (“Ceres”), as general partner, and each limited partner of the Partnership (the “Limited Partners”), is made on this 27th day of February, 2017. Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned them in the Partnership Agreement.
AMENDMENT TO THE MANAGEMENT AGREEMENTThe Management Agreement • April 2nd, 2018 • Ceres Tactical Macro L.P. • Commodity contracts brokers & dealers • New York
This AMENDMENT (this “Amendment”) dated as of the 1st day of April, 2018, to the MANAGEMENT AGREEMENT made as of the 22nd day of January 2016 (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES TACTICAL MACRO L.P., a Delaware limited partnership (formerly known as Managed Futures Premier Macro L.P., the “Partnership”) and WILLOBRIDGE ASSOCIATES INC. a Delaware corporation (the “Advisor”, and together with CMF and the Partnership, the “Parties”).
